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While visiting Oxford University, David Pollock (Gregory Peck), an American hieroglyphics professor, is called on to decode a secret message whose contents are of vital importance to several warring factions from the Middle East. Pollock soon finds himself in the middle of an assassination plot and on the run, accompanied by Yasmin Azir (Sophia Loren), the mysterious mistress of an Arab tycoon.

Following the enormous commercial success of Charade (1963), Stanley Donen faced a dilemma most directors ponder when their latest movie becomes a hit - to play it safe and make a similar film or to branch out and try something different? Donen's solution, Arabesque (1966), was an attempt to have it both ways - a comedic chase thriller with glamorous stars rendered in a jazzy, free-form visual style. Like Charade, the film traveled deep into Alfred Hitchcock territory, from the plot device of an innocent man thrown into extraordinary circumstances to settings and references that mirrored earlier Hitchcock movies such as the aquarium scene (Sabotage, 1936) or the cornfield chase (North by Northwest, 1959) or the assassination plot (The Man Who Knew Too Much, 1956).

Based on the 1961 novel The Cipher by Alex Gordon, Arabesque went through three screenwriters (Julian Mitchell, Stanley Price, and Peter Stone, working under the pseudonym Pierre Marton) and numerous changes before reaching the screen. The novel's mousy protagonist, Philip Hoag, a recently divorced archaeologist-turned-teacher, became David Pollock, a handsome hieroglyphics expert; the setting of New York City was changed to London and major characters from Gordon's original story were dropped and new ones added. Going from the working title of Crisscross to Cipher and finally Arabesque, the project was initially developed for Cary Grant, Donen's financial partner, "but he didn't want to be in it," Donen recalled. "It wasn't a good script and I didn't want to make it, but Gregory Peck and Sophia Loren, whom I loved, wanted to be in it and the studio implored me to make it, because, they said, 'It's ridiculous not to make a film with Peck and Sophia.' They said it would make money, and they were right."(From Dancing on the Ceiling: Stanley Donen and His Movies by Stephen M. Silverman).

Just as Cary Grant and Audrey Hepburn made an elegant pair in Charade, Gregory Peck and Sophia Loren were no less glamorous together in Arabesque. One of their more famous scenes was one where a fully clothed Peck is forced to hide in Loren's shower as she bathes. Not all of the scenes were easy to shoot, however, and the sequence where the couple is chased by a deadly threshing machine was a chore. "Since suffering a broken ankle in a horse riding accident some years before, Peck had had difficulty running, so he couldn't keep up with Sophia, who kept getting well ahead of him. Finally, he pleaded with her, "Sophia, will you please slow down? Remember, I'm supposed to be rescuing you." Sophia just laughed and said, "Oh, you can do better than that. Just try a bit harder." Waving to director Donen, she shouted, "Make him run faster." But Peck was in such pain that Sophia finally had to cooperate or there would have been no scene." (From Sophia Loren: A Biography by Warren G. Harris). Loren was also a bit excessive in her Christian Dior wardrobe requests, requiring 20 different pairs of expensive shoes for her character, a detail that was explained away in the movie as evidence of her tycoon lover's foot fetish.

Donen's main dilemma in making Arabesque was the screenplay. "The more the script was rewritten," said [cinematographer] Christopher Challis, "the worse it got. Stanley said, "We have to make it so interesting visually that no one will think about it" (from Dancing on the Ceiling). Indeed, Arabesque is a pop-art sensory sensation that has an anything goes quality not unlike some other films of its era such as Joseph Losey's Modesty Blaise (1966). According to scenarist Peter Stone, who was brought in at the last minute to improve the dialogue, Donen "shot it better than he ever shot any picture. Everything was shot as though it were a reflection in a Rolls-Royce headlamp." In Stanley Donen by Joseph Andrew Casper, the filmmaker stated, "I had hoped to avoid any sign of the studio manner this time, so I tried something like the "living camera" technique. The hand-held camera had been used a lot lately, especially in Europe, but the trouble had been too much wobble because the operator has to carry the sheer weight of the camera while he's working. One of our boys had the idea of suspending the camera...to give the operator all the mobility of the hand camera without the weight...Arabesque is sort of going to the extreme until it almost makes you sick. Granted, we did do some interesting photographic things."

"Stanley had a terrific instinct," said Gregory Peck, "like a choreographer, which, of course, he had been. But even in an ordinary dramatic sequence he'd use the body to punctuate what was happening - standing, relaxing, everything, it was all choreographed. If you look at the picture, we were always moving, because Stanley just wanted to keep the ball in the air the entire time, and he used every camera trick you could think of. He also loved filming Sophia's dcolletage and her rear end" (from Dancing on the Ceiling).

Certainly Sophia Loren's alluring presence was one reason why Arabesque became a box office hit. Another reason was that audiences were still hungry for sophisticated romantic thrillers in the Hitchcock mode, especially since the master's latest offering released that year - Torn Curtain - was a dreary Cold War melodrama. Donen, though, was finished with homages to Hitchcock. During the making of Arabesque, he turned to his cinematographer and said, "You know what I'm going to do as my next picture? Something small, just two actors, and we'll shoot and eat our way through France." The resulting film, Two for the Road (1967) reunited Donen with the star of Charade, Audrey Hepburn, and was a favorite film for both of them.